Ghost in the Machine
by cometdragon96
Summary: Pyrrha was ready to face the end the moment she sent Jaune flying to safety. What she wasn't ready for was what destiny had in store for her after her "death". The forces of darkness still look to conquer Remnant, and Pyrrha finds herself still among the living though not truly alive herself. (Eventual Pyrrha/Penny)
1. Chapter 1

_**A.N. I came up this idea a while ago, and just couldn't let it go until I wrote something for it. I'm also still in heavy denial that both my favorite characters are dead, and I refuse to accept it! So the only option is to make a story where they both survive and ship them together while I'm at it. With that on with the story!**_

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Chapter 1

 _System reboot in progress. Atlesian Knight model 200 startup sequence initiated…._

 _Error...Unknown script detected. Processing….Heavy damage logged, priority shift._

 _Error. Unknown energy merging with system….Error! System rebooting._

The sound of fire crackling was the first thing that Pyrrha came to notice. Everything was a blur, Pyrrha felt like she was on a never ending merry go round that just kept spinning and spinning around. The next thing she noticed was how cold it was, a numbing feeling that left Pyrrha without a sense of the world around her. She tried to move her fingers, but she wasn't sure if she actually was.

She tried to open her eyes, but the feeling was off. Her vision flickered back to life more like that of a computer screen than just opening her eyelids. Pyrrha was lying on the ground that much was clear. Staring up at the shattered moon above Pyrrha tried to focus.

Everything came back to her in an instant, the tournament, Penny, Ozpin and the Maiden, Jaune, and finally the arrow striking her heart. The all consuming burning sensation as she felt her life leave her. Unconsciously Pyrrha reached up to her chest where the arrow should be, but there was no arrow there.

In fact Pyrrha heard the metallic tink of metal touching metal. She jerked upwards to look at herself. This wasn't her body Pyrrha realized in horror. Her body was disintegrated by that woman, looking down Pyrrha recognized the familiar mechanical limbs of one of General Ironwood's new Atlesian Knights.

Looking at her hands Pyrrha moved them experimentally in front of her face confirming the truth. Metal fingers moved according to what Pyrrha was trying to do. This couldn't be real was Pyrrha's first thought.

" _System reboot finished."_ The former huntress in training jumped computer text appearing in the corner of her vision. It was like she was wearing a helmet with a visor, but it was actually her vision. The text was green and it disappeared as soon as Pyrrha processed what it said.

" _Error, system maintenance required."_ Pyrrha's mind was whirling trying to figure out what was going on. Looking around she was in what remained of Beacon's courtyard. The school was in ruins though, buildings still on fire and Pyrrha saw Grimm stalking around. The beaten remains of other Atlas mechs littered the ground. The Grimm seemed to be ignoring her for the moment though, which was good because Pyrrha wasn't even sure she could stand right now.

" _Priority shift, new objective retrieve synth-human core."_ The text was flashing in the corner of Pyrrha's vision, demanding her attention. Reading the text Pyrrha didn't understand what it meant, but after she read it the text disappeared.

Looking at her hands and body again Pyrrha tried to wrap her mind around this. She was alive, sort of even after the arrow struck her heart. She still felt her aura, drained and tired which would seem right if she had nearly died, or died Pyrrha still wasn't sure. Experimentally Pyrrha looked around spotting a small twisted piece of a metal locker door not to far away. Holding out her hand Pyrrha focused, the metal glided over to her as her semblance commanded it. She still had her semblance. Pyrrha let the metal fall back to the ground once she was sure it was real, and she was moving the metal not some twisted hallucination.

Looking down at her new mechanical legs, Pyrrha slowly moved them. Pushing herself up Pyrrha stood unsteadily. She stumbled and fell to her knee almost immediately. Looking down at her right leg some of the metal covering the leg was torn away. Wires were sticking out of the limb, and small electric sparks crackled around the damage.

Carefully Pyrrha stood again this time she managed to stay upright. Even though the limb was damaged Pyrrha felt no pain. In fact she felt nothing, everything was cold and numb. She could see leaves and debris fluttering in the wind, but she couldn't feel the breeze.

Stumbling over to the damaged fountain Pyrrha peered down into the water. Staring back at her was an Atlesian Knight mech. Unlike the others the visor was glowing a bright green instead of plain black. Moving her hand towards the reflection Pyrrha confirmed it was real and this wasn't some horrid dream.

The water rippled under her touch, and Pyrrha nearly collapsed again. She gripped the rim of the fountain hearing her metal body click as she shook. What was this? How was she alive! This shouldn't be possible, but here she was in a machine's body not alive but not dead either.

Perhaps this was punishment for murdering Penny, and almost taking the Fall Maiden's aura. If Pyrrha had eyes she would cry right not, scream if she had a voice, but her new machine body had no voice.

" _Retrieve synth-human core."_ The text flashed again, and this time Pyrrha actually read it trying to understand what it was telling her. She didn't get the time to ponder it though as a low growl sounded out behind her.

Whipping around a Beowolf growled at her. Stalking over to her its claws clicking against stone walkway. Pyrrha looked around there was plenty of metal debris around, but no weapon in sight. With her shaky grasp on her body the former huntress in training knew she should not be getting in a fight right now.

The Beowolf was picking up the pace sensing Pyrrha was planning on running. Quickly with a sharp swipe of her hand a broken bench flew at the Grimm. Pyrrha didn't take the time to even see if it hit she bolted.

Pyrrha ran, she kept running quickly noticing there was no burning from her lungs, or limbs feeling heavy from exhaustion. The sickening realization that she had no lungs that needed air, or muscles that needed rest. Her metal body continued to run avoiding Grimm who sensed her tormented soul.

Eventually Pyrrha found the Amity Colosseum, the large stadium without anyone to control it had crashed into Beacon. Now a tangled mess of old school buildings and what was left of the Colosseum marred half the school.

" _Synth-human core detected. Retrieve core."_ Finally the words flashing before Pyrrha forced the former huntress to slow down and read them. If Pyrrha could breath right now she'd imagine it would hitch. Imagines of Penny's horrified face right before she was ripped apart flashing in her mind as she looked at the mangled stadium.

Pyrrha knew it wasn't her fault, yet it was still her hand that caused Penny's death. Everything after could be linked back to Pyrrha in that single moment she let the villains' plan be set in motion. It was all her fault, maybe that was why she was still here.

For some reason though Pyrrha felt drawn to the ruined stadium though, her metal feet taking her numbly to the quickly crumbling structure. Traversing the ruined structure Pyrrha found nothing, but the crumbling building. Of course though there were a few bodies laying around, but as soon as Pyrrha looked at them she quickly shifted her gaze. Guilt tearing at her soul.

Eventually one body Pyrrha was forced to look at. Still on the stadium grounds Pyrrha found Penny's torn form. After the Nevermore had landed the rest of her body parts were scattered about, but her head and part of her torso was still mostly intact. Pyrrha collapsed to her knees next to Penny. She did this, she ripped her apart. Looking at her now metal and machinery were apparent on the girl, but did it really matter what Penny was though. She had a heart and a soul and Pyrrha took that away from her.

" _Synth-human core found. Begin wireless download for transport of personality. Remove aura core to fully transport. "_ The words flashed in bright green right in front of Pyrrha this time. The former huntress jumped staring at the words. A download bar appeared in front of her, and slowly Pyrrha's mind began to process what the words had told her. Was synth-human referring to Penny? Looking at the mangled body that appeared to be what Penny was, but what did it mean wireless download?

It appeared Pyrrha was about to find out as the download bar filled itself fully. Pyrrha's body jerked against her will, and the former huntress struggled to control her body.

"Oh! Apologies, I did not mean to take over motor controls. Salutations knight, thank you for retrieving me!" Pyrrha froze, that voice it echoed in her head coming from nowhere in particular. Yet Pyrrha could hear it loud and clear.

"Could you please take the core out of my body. We won't be able to go anywhere without it." Penny's voice asked her kindly, and Pyrrha could almost imagine the kind smiled that would follow it. Just like the one she gave Pyrrha before they fought, before Pyrrha murdered her. Looking at Penny's body a small cylinder had popped out of a compartment built into the girl's chest. Carefully Pyrrha grabbed the cylinder, and almost immediately a warm feeling flooded her body. It was someone's aura, not just someone though it was Penny's.

Though Pyrrha only knew her from that fight the former huntress would never forget the strength that came from the small girl's aura. Now it was warm though, and it shifted around until Pyrrha felt a pleasant warmth settle in the back of her head. Almost as if Penny's aura was getting comfortable.

"Thank you!" Penny's voice chirped, Pyrrha couldn't believe it. Could Penny really be okay right now. She sounded okay, but the mangled body before her said otherwise. Pyrrha heard Penny hum in thought.

Pyrrha felt Penny's aura shift again. This time it reached out to Pyrrha's own, inwardly the former huntress in training shuttered. Her soul felt raw, drained worse than her toughest fight or even when she used her aura to unlock Jaune's.

"Pyrrha Nikos?" Penny's voice sounded confused, thinking of no other way to respond Pyrrha nodded.

"But you're human what are you doing in the body of Atlesian Knight?" Penny sounded quite perplex, but Pyrrha didn't have an answer for her even if she did she didn't know how to tell Penny. The synthetic girl seemed to be able to speak using the mech's internal systems, but Pyrrha could barely walk in this body now let alone figure out how to do the same. Feeling Penny's aura shift again, Pyrrha tensed.

"We can't figure this out if you don't talk to me." Pyrrha could feel Penny's aura shift around her own, not touching or mingling in their currently shared body. Vaguely Pyrrha recalled hearing in class about a way to communicate through aura. One had to create a link between two people's souls, but the process required trust and was considered a deeply personal thing to do with someone.

Penny seemed to be respecting Pyrrha's distance though, her aura staying close but still giving Pyrrha space. The girl was waiting to see if Pyrrha would accept the link so they could communicate.

Inwardly Pyrrha took a mental deep breath, this seemed to be her only option to speak. Besides Pyrrha needed to ask Penny something, comfirm this was real. That the voice speaking to her wasn't just Pyrrha's guilt addled mind creating ghosts.

Pyrrha reached out with her own aura feeling a warm sensation spread through her body before settling back in her head. The link was created, a tentative life line between their souls, Pyrrha felt a sense of joy. Yet it didn't seem to be her own she was sensing Penny's joy she quickly realized. The other girl seemed happy that Pyrrha trusted her enough to form a link.

"Penny?" Speaking through the link Pyrrha tested even in her head her voice sounded shaky. Disbelieving that any of this was happening.

"At your service! Thank you for trusting me, I think it would have been rather difficult to communicate any other way. I know Atlesian Knights lack vocal capabilities other than a few phrases." Penny explained her voice sounding happy.

"You're alive?" Pyrrha asked mostly ignoring Penny's previous statement.

"Well, my body is very much destroyed, but I'm fine as long as my core is intact. Which thankfully it is!" At the mention of the core Pyrrha looked down at the small cylinder in her hand. It glowed a bright neon green, and Pyrrha could sense Penny's aura surrounding it.

"Your core? You're not human." The second sentence was a fact, one that if Pyrrha looked back on made sense. Though she had few if any interactions with Penny, from Team RWBY's description of her she seemed...quirky.

"No, I'm not." A flash of sadness passed through the link, but it was gone in an instant.

"My core is what produces my aura, in a way it's my soul. As long as that is not damage they can rebuild my body, and as long as my head hasn't been destroyed they can transfer my memories to said body." Pyrrha once heard rumors Atlas was developing machines that could generate aura, but Pyrrha had shook it off as fantasy. Clearly Penny was proof it wasn't.

None of this explained Pyrrha's current state though.

"What happened to you? After I went offline I have no idea what happened." Penny sounded quite distraught that she had no idea what happened. Pyrrha couldn't blame her, she wished she didn't know what happened. Before Pyrrha could explain what happened though she had to ask.

"Why are you being so kind to me? I murdered you!" For a second Pyrrha briefly wondered if Penny was getting snippets of her own emotions through their new aura link, but the thought was quickly forgotten.

"Why should I be mad? You didn't mean to hurt me." Penny stated it like it was the most obvious thing in the world. Pyrrha couldn't believe it though, she ripped Penny apart! How could she not have at least an ounce of anger towards her.

"That doesn't mean I didn't! Look at you!" Pyrrha gestured to the mangled body before them. Again though this didn't seem to bother Penny.

"Nonsense, though I admit I am rather upset my body was destroyed. It's a-okay the engineers at Atlas can fix me good as new! I'm not mad, I could never be mad at a friend." There was such a cheerful tone when Penny called Pyrrha friend that the former huntress felt a new wave of guilt hit her. She didn't deserve this kindness, but here Penny was giving it to her anyway.

"I'm more worried about you right now! Please explain what happened." Pyrrha herself wasn't entirely sure of everything that happened, but she tried explaining the events after Penny went 'offline'. Pyrrha paused though when she got to the part on top of the tower right before she was sure she died. Before Penny could question it though the synthetic girl shouted.

"Behind us!" Pyrrha whipped around to see the Beowolf that had been chasing her before towering above her. Her metal joints clicked as Pyrrha threw herself out of the way before the Beowolf's claws came down.

Clutching Penny's core in one hand Pyrrha extended her other hand without thinking she saw one of Penny's swords lying on the ground. The blade flew at Pyrrha the former huntress catching it using it to block another blow from the Beowolf.

The beast snarled trying to shove the blade out of the way, but Pyrrha held her ground. Jumping back Pyrrha stumbled her damaged leg sparking.

"We should retreat, we're not combat ready." Pyrrha heard Penny say, but Pyrrha only saw one way out through a destroyed hallway that the Beowolf was guarding. This beast was large its many spines and spikes growing out of its fur showing how long this Grimm has survived. It knew Pyrrha was at a disadvantage, so it was blocking her escape.

"I don't think we have a choice Penny." The Beowolf seemed to agree snarling at Pyrrha waiting for her to try and escape. Glancing around Pyrrha spotted two other scattered swords from Penny's mangled body. Quickly Pyrrha rushed forwards despite the damaged leg.

Swinging the sword she held Pyrrha slashed at the Beowolf several times before jumping back again when it tried to counter attack. With another wave of her hand before the beast could see it coming. The two swords came flying imbedding themselves in the beast's hide.

While the wolf was disoriented Pyrrha rushed forward using all her strength she swung Penny's old sword decapitating the Grimm. With a short howl the Beowolf fell away into ash and dust drifting away in the breeze.

Before Pyrrha would imagine she would be panting at least a little tired from such effort, but she felt nothing. While she did feel like her aura was greatly drained, the only feeling Pyrrha had was a cold numbness.

That was until Penny's aura made itself known again. Her aura shifting slightly through their now shared body as if checking for damage. It stopped eventually settling in the back of Pyrrha's head again. Pyrrha didn't say anything about it instead standing still staring ahead at nothing in particular. A part of her was finally accepting this as reality. While the other half still struggled to understand what was going on.

"We should probably leave this area. It appears highly infested with Grimm." Penny's voice was soft trying to coax Pyrrha into moving. Knowing of nothing else to do Pyrrha nodded her new metal limbs clicking softly as they left the coliseum.

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 _ **A.N. This fic will probably be pretty slow burn, as I plan on making Pyrrha and Penny's relation gradually grow from Pyrrha feeling extremely guilty and indebted to Penny for destroying her original body to being friends and continuing from there. I'm planning on including some other ships in here, but for now the focus is sticking on our main characters here. With that I'll see you guys next chapter!**_


	2. Chapter 2

_**A.N. I'm normally not this quick with updating, but I've really been enjoying working on this story. So another chapter for you lovely readers enjoy!**_

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Chapter 2

Now that Pyrrha wasn't completely consumed by grief and despair. It was much easier to sneak past the multitude of Grimm gathered at the school. To both Pyrrha's and Penny's horror the monstrous Grimm dragon was frozen on top the CCT. Its presence seemed to be what was attracting all the Grimm to the area. The dragon loomed over the school like a dark guardian claiming the school as its own.

While Pyrrha wasn't completely consumed by her early feelings. She still felt horrible as they continued sneaking through the school. The ever present thought of all this being her fault shouted at the former huntress, and when it didn't shout and Pyrrha thought she might be able to focus on now. The thought would return whispering in the back of her mind, reminding her if she hadn't hurt Penny none of this would have happened.

Penny was quiet for the most part, and Pyrrha was grateful. She didn't deserve Penny's kind words right now, nor could she handle them anyway. The synthetic human seemed to sense Pyrrha's need for silence now, and only spoke whenever she was warning Pyrrha about Grimm the huntress failed to notice.

Pyrrha stayed silent until they reached the cliff that overlooked the river Beacon was placed by.

"Can Atlesian Knights swim?" The quickest way to Vale was to cross the river. Before students would take an airship and ride across, but now with Grimm claiming Beacon as their home that wasn't possible.

"They sink, but are built to withstand water. I don't think you should try swimming though, around 60% of your outer armor is compromised. It is highly likely you'll short circuit upon getting wet." Pyrrha nodded, it looks like they'll have to go around through the Emerald Forest. If they were lucky most of the Grimm that normally lived there would have already relocated to the main campus.

Without a word Pyrrha started heading off in that direction. She remembered General Ironwood and the Atlas military evacuating people to Vale. The least she should do was return Penny to them. The synthetic girl said herself she could be rebuilt, and since Pyrrha was the one who destroyed her. She should ensure Penny made it safely back into good hands.

"Pyrrha?" Penny's voice called out tentatively sounding nervous. Pyrrha hummed to show she was listening.

"Do you want to talk? I mean you don't have to if you don't want to…." Penny trailed off unsure what else to say to Pyrrha. While it was clear she was nervous Pyrrha had to admire what Penny was trying to do.

"Okay," Pyrrha's answer was soft, if it weren't for the fact that they were speaking through their auras' than it'd be impossible to hear.

"Really? Wonderful!...Ummm what would you like to talk about?" Pyrrha didn't answer for a moment then she decided there was a few things she wanted to know about the girl she supposedly killed.

"Nobody knew that you were a robot?" Pyrrha felt a twinge of apprehension echo from Penny's aura. Her non-human status must bothered her greatly Pyrrha noted.

"Ruby did, but no Mr. Ironwood wanted to keep it a secret. Not even the guards ordered to watch me knew." That made sense, many would see Penny's creation as an abomination. Many people were critical of Atlas' experiments with aura, seeing it as treading too close to playing god. Unconsciously Pyrrha clutched Penny's core tighter, it was ridiculous that someone would want to hurt Penny just for what she was. Then again Pyrrha didn't have much room to talk, she did murder her after all .

"If I take you back to them they'll fix you right?" Pyrrha wasn't sure what to do about herself, but getting Penny her body back was the least the former huntress could do for her. It was a goal to have for now if nothing else.

"Of course, no doubt my father is preparing a replacement back at the lab as soon as he saw what happened to my other construct." Though there was a note of sadness in her voice. Penny's lax attitude about this made Pyrrha feel slightly better. Only slightly, the image of Penny being ripped to pieces would forever haunt her.

"That's good, I'll get you back to General Ironwood." Pyrrha stated hoping it would please Penny to hear she would be able to have her own body again. Pyrrha felt Penny's aura restlessly shift as if Pyrrha's words bothered her though.

"What about you?" Pyrrha stopped moving for a moment, around them trees covered the area their leaves fluttering softly in the breeze. They had long since entered the forest. Like Pyrrha hoped it was mostly empty, and all the Grimm had moved onto the school grounds.

"Don't worry about me, I'll figure something out." That only seemed to further agitate Penny as her aura continued to shift around.

"I won't leave you like this while I get repaired. That isn't fair."

"Life isn't fair," Pyrrha bitterly snapped, the world was truly twisted if it allowed all this destruction to happen. As if to prove how cruel it was as Pyrrha attempted to start moving again. She collapsed her damaged leg sparking, the limb creaking demanding repair.

"I'm not leaving you like this." Penny stated determinedly, leaving little room for argument. However that didn't mean Pyrrha wasn't going to try.

"I hardly deserve anything more than this." Pyrrha said gesturing to her new metal form. Distantly Pyrrha remembered Ruby and Jaune saying how Penny's death wasn't her fault, and the only one to blame was Cinder and her minions. Their words were hollow now though, and Pyrrha couldn't bring herself to not place the blame for this on herself.

"You absolutely deserve more, and until you believe it I'll keep reminding you." Penny chirped her normal happy demeanor returning for a moment. Her voice got soft again afterwards, her aura settling back down giving Pyrrha a small warm sensation.

"That woman you fought is to blame for all of this. She wanted to be rid of us both that night. We're both still here though, wouldn't it be letting her win if you just accept the suffering she's put us through." Penny was right, Pyrrha knew she was right, but it was easier said than done to accept it. Carefully Pyrrha stood back up.

"I don't think I'm ready to jump back from this, but I'll try. Let's get you a new body first." Penny's response was a cheerful okay, and they kept moving through the forest. This time though the silence between them wasn't as tense. The forest around them was quiet, most of the animals that lived here having been scared into hiding by the Grimm.

It wasn't too long when Penny piped up again filling the silence.

"You're not in any pain are you?" Pyrrha felt Penny's aura shift again no doubt in concern. The former huntress shook her head glancing at her new metal body for a moment before turning her gaze back ahead.

"No, the only thing I feel is our auras….Was it like this for you?" There was a pause from Penny as if she didn't want to answer, and Pyrrha felt the other girl's aura shifting restlessly.

"No, I was built to simulate a human as much as possible. There was a limit of course, but I could feel basic sensations." If Pyrrha had a heart it would have clenched at that. It meant when Pyrrha had murdered her she most definitely felt that.

"More importantly though I'm wondering how your soul has come to inhabit an Atlesian Knight." Penny quickly changed the subject as if sensing Pyrrha was about to spiral into despair again. Knowing she shouldn't continue the line of thought she was on Pyrrha instead focused on what Penny just said.

"You say that like you've seen this before?" Atlas must be running all kinds of experiments with aura to have created Penny. It wouldn't be too surprising if Penny had a vast amount of knowledge about auras.

"Similar, predating my creation Atlas scientists tried putting the aura from someone else into a mechanized body in order to make them stronger." Memories of the pods, the Fall Maiden, and the pain as the machine tried to force the aura into Pyrrha flashed before the huntress. She quickly shook them away never wanting to remember that moment again.

"And what happened?" Penny paused before answering, and Pyrrha felt a bit apprehension coming from her aura. Giving Pyrrha the feeling she wasn't going to like the answer she got.

"I'm not sure, the files covering the results of their experiments are classified. I was never allowed to access them, but since the project was shut down….One can assume the results weren't good." Penny's aura was shifting again, the topic of Atlas and their experiments must be a sore one for her. After all she was one of Atlas' experiments. Pyrrha was grateful Penny was telling her these things though, perhaps there was a small hope Pyrrha could be free of this new form. It was unlikely she would ever be the same however. Pyrrha didn't have a body she could return to, and for all she knew if Atlas' scientists tried to remove her soul from this body it may kill her.

The two fell into silence again as they continued their way through the forest. As they got closer to Vale the forest began to thin out, and more animals made themselves known. A few birds rested in the trees, and Pyrrha spotted a couple of rabbits making their way to their into the brush to avoid the creaking mech walking.

Pyrrha's damaged leg was really beginning to affect her walking. She was stumbling and falling, the damaged limb sparking as it malfunctioned. Penny's worried voice would echo in Pyrrha's head confirming the former huntress was okay before Pyrrha pulled herself back up continuing to make their way to Vale.

Pyrrha started using Penny's old sword she held onto as a crutch, still clutching the core tightly in her other hand. She just had to hold out a little longer Pyrrha could see the city up ahead. Smoke was billowing from some of the buildings, but from the lights coming from the center of the city. Pyrrha would imagine the military had managed to create a safe perimeter to house the city's citizens.

Entering the city most of it was in as poor shape as Beacon, at least here there were less Grimm though. Scattered Atlas mechs were everywhere having been destroyed in order to protect the people. Cinder really had thought of everything, everyone had played right into her hands, and now she had the Fall Maiden's power and Beacon was in ruins.

Up ahead Pyrrha spotted a makeshift wall, and she saw figures patrolling in front of it. Recognizing the Atlesian military uniforms Pyrrha felt a bit of relief upon finally making it back to civilization. Her relief was cut short though, one of the men caught sight of her and he raised his rifle.

"It's another knight! Take it out!" Pyrrha heard a click and she fell back as a bullet nailed her shoulder. Falling to the ground Pyrrha remembered with a sickening feeling the state she was in, and more importantly what happened to the other Atlesian Knights. Distantly she heard Penny cry out in surprise once they were shot at, and then her frantic voice followed soon after.

"Pyrrha! Are you okay! Please answer!" Penny's voice was frantic and her aura shifted wildly around their shared body. Warmth flooding Pyrrha's shoulder where the gunshot had hit them.

"I'm okay Penny, it's okay." Pyrrha soothed staying calm hoping Penny would feel it through their linked souls. In truth Pyrrha did feel fine, despite just getting shot at. She didn't feel any pain, but craning her head looking at her shoulder it was clear damage was done. The white steel armor that once protected the mechanized joints underneath was blown clean off. It left the weaker parts of Pyrrha's shoulder exposed. Luckily Pyrrha moved her arm, and the limb still worked.

"Hold your fire!" A low stern voice called out, but Pyrrha didn't dare to get up yet. She clutched Penny's core tightly silently confirming she still had it.

"It's Mr. Ironwood," Penny told Pyrrha, but the former huntress still didn't get up. If they believed Pyrrha was destroyed it would be easier to escape to safety.

Pyrrha heard heavy footfalls approaching her prone form. The familiar face of General Ironwood towered above her. Two soldiers trailed behind him their guns resting at their hips not pointing at Pyrrha.

Ironwood must believe she was offline as he looked down at Pyrrha a frown on his face.

"This one must not have been affected by the virus, it's retrieved important equipment." Ironwood said his eyes on the core Pyrrha clutched in her hand. He reached down about to pull Penny's core from her grasp. Pyrrha jump up though rolling backwards she landed on her feet only stumbling slightly due to the damaged one. She pulled her one hand close to her chest clutching the core while the other still held Penny's sword.

The two soldiers jumped training their weapons on the mech before them. Ironwood raised a hand though stopping them from shooting. He must have noticed Pyrrha's green glowing visor, and he was studying the mech before him.

"Penny? Have you overridden this mech?" He asked folding his hands behind his back as if he was addressing a soldier. It was then Pyrrha noticed the General's state. His clothing was torn revealing massive amounts of cybernetics covering his body. Dark circles marred under his eyes, and Pyrrha had to wonder how long it has been since that night she supposedly died.

Pyrrha shook her head telling Ironwood Penny wasn't in control of this mech. Penny was silent no doubt confused why Pyrrha had jumped away, and was being so hostile right now. While she was committed to helping Penny, Pyrrha had just died recently she wasn't going to trust so easily. Ironwood's eyes narrowed and he stared Pyrrha down, he still kept a calm in control demeanor though.

"You're not infected with the virus, and you're not being controlled by Penny. You're not following commands though, and clearly you understand me. Are you a stolen AI placed into a Knight's body?" Ironwood must be running all the possible reasons an Atlesian mech would act like this. Unfortunately nothing he could come up would even be close to what the truth was. Before Pyrrha could come up with a way to respond Penny spoke up through their link.

"Pyrrha what's wrong? Mr. Ironwood won't harm us." Pyrrha wasn't sure why she was being so hostile, but she wasn't about to just hand off Penny's soul without a thought. The man before her could not even be Ironwood for all Pyrrha knew, and she would not allow any harm to come to the synthetic girl.

"Do you understand what you're holding is?" Before Pyrrha could respond to Penny's concern Ironwood spoke up again, eyeing the mech critically. Pyrrha nodded again, unconsciously holding the cylinder tighter.

"Then understand that it needs to be returned to Atlas." Ironwood's eyes locked with Pyrrha's visor staring the mech down.

"Penny, is there a way for you to talk with him? Explain what's going on." There was a pause from the synthetic girl as she thought.

"No, not without another construct for my aura to inhabit. Most mechs don't have as advance vocal capabilities as my body did." Inwardly Pyrrha cursed then sighed, it was unlikely that Ironwood would believe the mech that stood before him was actually Pyrrha Nikos anyway. Thinking Pyrrha lifted her hand that held Penny's core. Then pointing at herself before gesturing northwards where Atlas was. Ironwood's eyebrow rose no doubt wondering what Pyrrha was trying to say. It took a few moments, but what Pyrrha was trying to say eventually clicked in his mind.

"You want to return it to Atlas yourself?" The General guessed and Pyrrha nodded. She couldn't let Penny out of her sight not after what she'd done, so the only solutions was to return the core to Atlas herself.

Ironwood looked about ready to protest to this, but he stopped short. Glancing behind him at the makeshift fortifications then back at the mech before him. He sighed his flesh hand coming from behind his back and rubbing his face.

"We don't have the resources to get it back right now anyways…. All right you are to return the core to the Schnee Company Labs in Atlas. If you become too damaged to complete this task. You must get the core to a safe place, and place a beacon so we can retrieve it." Pyrrha nodded, raising Penny's core over her metal chest to show Ironwood she would keep it safe. He nodded approvingly, he gestured for his soldiers to get back to their posts.

"I don't have anyone to spare to repair you, but you're welcome inside to repair yourself if you can. There is plenty of scrap lying around." Ironwood gestured to the fortified area, and Pyrrha nodded. While she wanted to get Penny back to Atlas so the synthetic girl could have her own body back. The sparking leg reminded Pyrrha that she wouldn't be going anywhere far soon.

Following Ironwood inside the safe area, Pyrrha realized she had no idea how to repair herself. Sure like most students of Beacon she had knowledge of mechanics and machinery. She had built her own weapon after all, but the complex workings of the machine body she now possessed was a tad beyond Pyrrha. It would be too dangerous to just tinker with it until she figured it out. She could cripple her new body beyond repair. Ironwood left Pyrrha on her own, but not before ordering everyone not to attack the mech with the green visor.

"Are we going to repair your body before leaving?" A cheerful voice reminded Pyrrha she wasn't completely alone. Pyrrha's leg sparked and she stumbled catching herself before completely falling to the ground.

"I'm not sure how…." Pyrrha admitted to her companion slowly righting her posture, ignoring the looks people gave the strange mech with the green visor.

"That's okay! I'm quite familiar with most mech designs, I can walk you through it." Penny said cheerful as always, and Pyrrha remembered that of course Penny would know a lot about about machines. The synthetic girl was one after all.

"Okay what do I need to do?"

"Well the wiring in your leg is fried, and most of the metal plating protecting you has been damaged beyond repair. We'll need to find sheet metal, some new wires, and perhaps we should find a makeshift shield for you. That was one of your weapons of choice wasn't it?" A twinge of sadness at the reminder that her shield was lost somewhere in Beacon, but Pyrrha shook the feeling mostly away. She had to focus on the now, wires, metal, shield she could do that.

Pyrrha left the safe area not feeling right about taking scrap from within the only safe place for people. The soldiers gave her wary looks as she passed, but otherwise soon she was alone. Well she was mostly alone.

"Most high end electronics should have wiring we could make work. For metals I suggest something durable like steel from a vehicle, or we could find a weapon shop. They will probably have sheet metal we can use. Oh! And they'll have tools we can use to build with as well." How Penny could be so happy after what had happened Pyrrha had no idea. Though her cheerful demeanor wasn't completely unwanted. It was nice to have Penny's cheerful voice giving suggestions and trying to help the best she could.

Most of the city was abandoned almost everyone having taken cover in the safe zone the Atlas military set up. Eventually Pyrrha came across an electronics' store. The large window that showed off their best products was broken, glass covering the sidewalk and store. The door was barely hanging on its hinges leaving the store open to anything that wanted to enter.

Pyrrha entered the store, the only light illuminating the store was the dim green light from her visor. The store was a mess electronics were thrown off their shelves everywhere, and Pyrrha could see bullet marks where other mechs must have fired on the store.

"See anything we can use?" Pyrrha asked scanning the mass of devices lying about. She heard Penny hum the synthetic human looking everything over as Pyrrha did.

"Over there! The shelf on the left, those wires could work." Pyrrha moved to the shelf spotting the wires wrapped up in a plastic tie waiting for someone to purchase them. Grabbing them Pyrrha started heading towards the exit when Penny spoke up again.

"Shouldn't we pay for those?" Right, Pyrrha looked at the wires in her hand. This was technically stealing, but glancing at the cash register that was thrown to the ground money scattered all over the floor. Pyrrha would imagine one pack of missing wires would be the last of shop owner's worries, if they were even still alive.

"We'll pay them back later, I don't have any money to pay right now anyway." Or a body, but Pyrrha didn't want to continue that line of thought. Penny didn't press the issue, and the two continued to scour the city for parts. The clouds coated the sky as if the very heavens knew how bleak the world had become.

* * *

 _ **A.N. Pyrrha might seem a bit out of character at least for the**_ ** _beginning. But hey the girl just recently died and has been through hell, so she's not going to be doing too hot for awhile. Penny meanwhile seems to be taking all of this much better than Pyrrha, or maybe she's not and she's just very good at hiding it ;). With that I will see you guys next chapter!_**


	3. Chapter 3

_**A.N. Got another chapter for you guys after this one the next might be a little longer since I'm going to start updating this when I update my other RWBY fics. That way none of my RWBY stories are going to get neglected. With that enjoy the chapter!^^**_

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Chapter 3

"Not that wire! Pyrrha froze, not moving a finger fearful she may damage herself. Penny had shouted through their link to stop Pyrrha from accidentally cutting a wrong wire. Currently they were tucked safely away in a deserted part of the safe zone working on repairing Pyrrha's damaged leg. Penny was walking Pyrrha through splicing the new wiring to replace the damaged wires in her leg.

It was delicate work though, and one mistake could mean breaking Pyrrha's leg beyond any repair. Mentally Pyrrha took a deep breath relaxing holding the pliers she grabbed for this. They had taken shelter in an old mechanic's workshop within the safe zone, so most of the tools they needed were within reach.

"Sorry for shouting." Penny quickly apologized, her aura shifting anxiously.

"It's okay, I'd rather have you shouting at me than messing this up. Now which wire am I cutting?" Pyrrha's leg lay stretched up on a table, and for the first time Pyrrha accounted herself lucky she couldn't feel anything. Else the position of leaning over her own leg to work on it would get rather uncomfortable pretty quickly.

"The one that runs from your knee and wraps around the main support column. After you cut that you won't be able to move until you replace it." Pyrrha nodded in understanding grateful to have Penny here helping her with this. Said wire was heavily damaged already, and Pyrrha was lucky she had been able to move this far before it failed. Pyrrha cut the wire out, and pull the damage piece out of her leg. Just like Penny said, Pyrrha attempted to move the limb experimentally to find it wouldn't respond sitting lifelessly on the table.

The next part was easier, Pyrrha knew how to splice a wire together. She just had to be extremely careful now as one mistake meant crippling herself. Penny was silent, aware that she could distract Pyrrha and cause her to mess up. Though Pyrrha still felt Penny's aura moving restlessly through their shared body.

When the wire was finally connected. Pyrrha tested the limb inwardly smiling a little upon seeing it move. Moving it off the table Pyrrha took a few steps finding the leg much easier to move.

"Sensational! It's not a permanent fix, but it should hold until we get to Atlas." Penny said, excitement clear in her voice. Despite everything that has happen Pyrrha did feel a slight sense of satisfaction at things finally going right.

"Right let's move on to replacing the armor." Pyrrha heard Penny give a hum of agreement. Before she had went about messing with the wiring in her leg. Pyrrha had removed large portions of the white metal that covered her body. Most of it was far to damage to be of any use anyway, and though some parts like her back Pyrrha couldn't do. They had picked some steel out from the city wreckage to replace the metal plating that was protecting Pyrrha's new body.

Most of the new steel was from cars that Pyrrha simply used her semblance to tear from the vehicles. Penny was less than pleased by their actions, but Pyrrha had assured her that she only took metal from cars she was certain were beyond repair anyway. They could have attempted to find some disable mechs to take metal from, but most of what they found the mechs were far too damaged for their parts to be of any use. So jerry rigging steel from old cars was their only choice for now.

Luckily this part was fairly easy as well, just time consuming as Pyrrha bolted the stolen steel to her body. It wasn't by any means a pretty repair, but it would keep the former huntress together until they reached Atlas. It didn't really matter to Pyrrha anyway, she was hardly alive right now. What did she care if she got destroyed, maybe she would actually die then. Penny's warm aura shifting reminded Pyrrha why she had to stay together though. If anything she had to get Penny back to Atlas.

With that done now scratched up metal torn from a car covered Pyrrha's leg, her shoulder, and a few other spots where Penny had suggested reinforcing the damaged metal. Before Pyrrha might have scolded herself on such shoddy work, but it would have to do.

"Wonderful! I would say we are operating at about 64.7% efficiency!" Penny cheerfully noted upon Pyrrha bolting the last piece of metal to her shoulder. Moving around experimentally everything seemed to be in working order. While Pyrrha couldn't feel anything other than Penny's aura she hoped she would notice if her arm couldn't move.

"64.7? Not even a solid 65%?" Pyrrha said not knowing where the urge to lighten the mood came from, but she has let nothing but despair consume her for the past day or so maybe. Her machine body didn't get tried and required no sleep so it was hard to pay attention to when day and night came.

"I could run the numbers again, and get a more accurate percentage?" Pyrrha inwardly sighed, rubbing the back of her head.

"It was a joke Penny." It took a moment then a small giggle came from the synthetic girl.

"Oh! Sorry, I'm not very used to people joking with me." Idly Pyrrha wondered what Penny's life was like before coming to Beacon, but she shook the thought away. Thus far Penny has been very understanding of Pyrrha. She never pressed the former huntress about anything if it distressed her, and Pyrrha remembered how Penny's aura shifted restlessly when she spoke of Atlas. So Pyrrha wouldn't mention it unless Penny brought it up first.

"It's fine, I'll keep the jokes to a minimum…" Before Pyrrha could finish that thought Penny spoke up.

"No! I mean it's nice to hear you making a joke. With everything that has happened, it's good to hear some levity from you. You're aura has been very tense, it's not healthy." Pyrrha had nearly forgotten that with their link Penny could feel Pyrrha's own aura as well as the huntress could feel her's. A stab a guilt nailed Pyrrha, hoping she wasn't bringing the the synthetic girl down with her tormented soul.

"Sorry," Pyrrha wasn't sure what she was apologizing for, but the familiar words came. Sorry, Penny was stuck with Pyrrha. Sorry, that she tore her apart in the tournament. Sorry, that she was forced to feel every bit of utter despair Pyrrha felt. Perhaps she should have given Penny over to Ironwood. The man certainly would keep her safe, and even better Penny wouldn't have to concern herself with Pyrrha.

Pyrrha was so wrapped up in her own dark musing that she didn't hear Penny trying to talk to her.

"Pyrrha, Pyrrha what's wrong? Are you okay? Please answer…" It all was like white noise, all Pyrrha could think about how wrong everything was. Pyrrha's world was narrowing repairs forgotten, Penny's voice a distant noise that Pyrrha couldn't make out. Her heart was racing, but it wasn't because Pyrrha had no beating heart. Everything was wrong, so wrong. It was cold way too cold Pyrrha felt like she was underwater and no matter how hard she tried she couldn't surface. She was suffocating.

"Pyrrha Nikos!" Pyrrha let out a gasp finally hearing Penny's voice. Everything snapped back into focus all too quickly, and Pyrrha found she was lying on the ground curl up in a ball shaking.

"Pyrrha, talk to me please…." Penny tried again attempting to get a word out of the former huntress. The first real thing Pyrrha became aware of was Penny's aura shifting around her own. Her aura stayed close, and Pyrrha felt an overwhelming warmth that slowly calmed her frayed nerves. Pyrrha clung to that sensation, almost afraid it wasn't even real and she'd be consumed by darkness again.

Pyrrha wanted to sleep, forgot everything that was happening. Her new body couldn't sleep though, couldn't eat, couldn't feel. Vaguely Pyrrha heard her body clicking as it shuddered. She was spiralling down again, everything was becoming dark.

"Pyrrha!" Penny seemed to notice it, and called out again trying to gain Pyrrha's attention. It wasn't working Pyrrha was becoming all too aware of the freezing numbness that gripped her soul. Penny's aura began feeling distant as if it was miles away despite being contained within the same body as Pyrrha.

"Pyrrha, I don't know what to do! What is wrong?" Penny's voice was frantic, but Pyrrha wasn't coherent enough to answer. She didn't know the answer anyway, everything was wrong. Her body only shuddered if possible curling more her hands coming to clutch her head while her body shook. She wasn't sure how long it was before she was able to hear Penny's voice again.

"Pyrrha you need to relax, calm down." Penny's voice was surprisingly stern, it still held a gentle tone to it though. Pyrrha heard her voice, but whatever Penny asked her was quickly forgotten as her mind went spiraling back into darkness. Pyrrha just wanted to get away and sleep.

"Pyrrha!" This time Penny's voice was sharp demanding the former huntress' attention. Her sharp instincts automatically believing Penny was calling out due to some sort of danger Pyrrha tried to focus to defend them.

"There you go, everything's okay. Calm down your aura is far too erratic." Pyrrha wasn't sure what that meant, but Penny's voice was soft calming in itself. Slowly Pyrrha became aware of her surroundings again. She felt Penny's aura around her own almost as if the synthetic girl was hugging her. Penny kept talking to her telling her it was okay that she needed to calm down.

Eventually Pyrrha was able to move her body out of the fetal position she had curled up in. Penny didn't say anything for a moment letting Pyrrha slowly stand up and move over to the closest wall before collapsing back on the ground again. This time though Pyrrha rested her back against the wall, and pulled up her knees to her chest. Her head came to rest on her knees her arms wrapping around herself. She wasn't sure how long she stayed like this. Hours maybe Penny would pipe back up every now again reassuring Pyrrha that she would be okay.

When Pyrrha finally lifted her head again she looked around at the abandoned workshop. Sunlight streamed through the broken window casting a soft glow in the room. Pyrrha herself was still bathed in shadows sitting against the wall. Several minutes passed like this until Penny broke the silence again.

"Hey Pyrrha," Pyrrha gave the tiniest of nods to show she was listening.

"Did you know there is a naturally magnetic mineral called pyrrhotite? Did your parents name you with this in mind because of your semblance?" It took a second, but then Pyrrha snorted a small laugh. Which quickly became a giggle, and soon Pyrrha started full on laughing for what felt like the first time in ages.

"Penny no, I don't think they know such a mineral exists. Where did that come from anyway?" Pyrrha said in between laughing. She felt a surge of happiness echo through their link, and Pyrrha got the feeling Penny was smiling now.

"I was curious if your name had any correlation to the mineral. It is rather convenient that your semblance is magnetism and your name is similar to a mineral that is naturally magnetic." It was clear what Penny's other goal was with this, but Pyrrha didn't care. It was working, in a funny way it was working. Pyrrha felt slightly better, it was such a random innocent question that it made Pyrrha forget the previous dark thoughts invading her mind. They were still there, but Pyrrha could now focus on the silly question Penny asked.

"My parents didn't even know my semblance until magnets from the fridge started sticking to me. That is interesting that there is a mineral that is magnetic though." It was a silly ironic fact that Pyrrha couldn't help but be slightly amused by it. Another pulse of happiness came through the link and Pyrrha felt slightly warmer.

"Yes! Sadly it is only slightly magnetic, giving it little other uses other than being a scientific curiosity." Letting her legs stretch out, Pyrrha leaned her head back against the wall behind her listening to Penny.

"Do you enjoy science?" Pyrrha asked as it sounded like Penny was ready to ramble on about the properties of pyrrhotite. Penny's aura jumped shifting as if she realized what she was about to do.

"Very much so! And not just because science allows my creation. When I was first created some of the first information I was allowed to interpret were scientific articles on the lab's database." Pyrrha hummed, it became obvious she really knew nothing about Penny other than that she wasn't human.

"You had to learn about it, you didn't already know it?...That sounded rude didn't it, I'm sorry." Penny being a robot came with assumption that she had a computer like mind, and could just download information instead of having to learn it. Pyrrha wasn't sure though, she had little to any knowledge when it came to robotics.

"It's okay! I was designed to learn just like a human. I was actually created long before the idea of creating a synthetic human came about. I was just an AI my father created to keep him company while he worked about seventeen years ago. It wasn't until Mr. Ironwood approached my father about creating an aura generating mech that I was able to be created in the state you met me in." So Penny really was just like a normal person then. Well she may not have had a body in the beginning, but what did that matter.

"Aren't most AIs' already loaded with information upon their creation?" Pyrrha didn't know much about AIs, there were few true AIs in Remnant. Artificial life was still a grey area that not many people wanted to tread in yet.

"Most do yes, but my father wanted to see how an AI would develop if it was loaded with only basic programs in order to function. He wanted to see if an AI would grow and learn just like a normal human." No wonder Penny had seemed so excited during the Vytal Festival growing up knowing nothing but the inside of a lab must have been quite mundane. Quickly Pyrrha felt a stab of guilt reminding her that it was her fault Penny couldn't see more of the world before she ripped her apart. The synthetic girl seemed to sense Pyrrha's mood downturning and quickly spoke up again.

"I got to help in the labs a lot. It was nice, the scientists wouldn't let me interfere with the more delicate projects, but the biology department let me control the sprinklers that watered all the plants!" Penny seemed so genuinely excited about controlling a simple sprinkler system that Pyrrha inwardly smiled.

"I accidentally over watered the synthetic tomato plant once, and they wouldn't let me access the department for a week though." That actually made Pyrrha let out a small giggle. It sounded like Penny had been just like a normal kid getting into trouble, and getting a time out just like anyone else when they were young.

"Did they let you control the sprinkler after that?"

"No, since I killed the tomatoes they only let me observe results with them." Pyrrha let out a another small laugh at that. This was nice, it was interesting hearing about Penny's life, but more importantly just talking to a friend gave Pyrrha a much needed sense of normalcy. Even if they were speaking through an aura link that only they could hear.

Getting back up Pyrrha tested out her limbs to make sure they were still working. Everything seemed to be in working order, and Pyrrha idly looked over the repairs she had done earlier.

"Thank you for talking with me Penny, I feel much better. We should start heading towards Atlas it's a long way to go." By airship a flight to Atlas was nearly a two day flight, on foot even longer. Penny's aura shifted restlessly, and Pyrrha titled her head wondering what was wrong.

"No, I'm greatly concerned about your aura. You should rest, and let your aura replenish before we go anywhere." The synthetic girl wasn't wrong, Pyrrha's aura felt greatly drained. Pyrrha didn't focus too much on it, as usually when someone's aura was drained they'd feel tired and they'd have nothing to protect themselves from damage. Pyrrha's body couldn't feel tired though, and it's not like it mattered if her body was damaged.

"I'm fine," Pyrrha answered curtly not wanting to rest. She couldn't rest right now, she might fall back into despair.

"You are not, Pyrrha I can sense your aura too, and it's far too erratic. Right now you seem fine, but just a few moments ago I thought you were dying. So much stress and despair was coming from you if you continue like that you'll only hurt yourself. I spent the first decade of my creation without a body I can stand to wait a day to get a new one, please rest." Penny's plea sounded so torn that Pyrrha knew she couldn't refuse her, but Pyrrha couldn't rest.

"I can't, I can't sleep or even close my eyes. I don't even have eyes anymore! I can't just sit around for a day." Too much time to think, Pyrrha didn't want to think she wanted to take action. Thinking meant her mind would spiral down on how everything was wrong.

"We don't have to do nothing, I've noticed you have been having difficulty adjusting your fighting style my sword. My sword isn't quite as sturdy as your previous weapon. We could adjust it to better fit yourself!" Pyrrha glanced at the blade that was currently leaning against the table Pyrrha had been working at. Penny was right, the old sword was built for the quick fast movements Penny made during a fight. It was made to fly through the air like a knife through butter. While they were searching the city they didn't find anything that could work as a shield, so it was still Pyrrha's only means of defense.

The thought of doing something familiar like working on a weapon sounded appealing. Pyrrha grabbed the sword brushing the tools that littered the table out of the way. She lay the blade on the table, her mind already working on how to change the blade.

"Okay, once we're done though we're heading out." Pyrrha said, then without a word she grabbed a few tools getting to work.

"Sensational!"


	4. Chapter 4

_**A.N. It's been awhile but I'm back again with this story. I was mostly waiting for Volume 4 to come out and college and that jazz had me busy, but I wanted to see how it was going to play out that way this story can stay a little bit closer to canon. At least in the form of what our heroes are up against, so apologies for the wait, but with that quick note enjoy the chapter^^**_

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Chapter 4

"Looks like we should find a different path out of the city. There's no way we can make it through that." Pyrrha noted, before the former huntress lay the ruin street that once lead north out of Vale. There were other ways out of the city of course, but this street would have brought them in the right direction towards Atlas. Several buildings had caught fire during the attack, and the larger buildings quickly collapsed covering the street in their debris. Pyrrha could still see smoke rising from the rubble that covered the area.

"I don't believe the east exit was blocked off we could try there." Penny piped up, Pyrrha humming in agreement before changing direction. As they walked Pyrrha idly twirled her new weapon in her fingers. Not being able to sleep or tire turned out to be quite useful when modifying a weapon. Plus it helped to have a companion that seemed to be also like an encyclopedia when it came to all forms of machinery and mechanics.

Just as Penny had asked, Pyrrha had spent the last day modifying Penny's old sword to more suite Pyrrha's needs. The result was the fairly well made spear Pyrrha now wielded. While not as versatile as Milo had been Pyrrha was fairly content with the new weapon. Penny's sword made the spear tip longer than most, and once Pyrrha had access to better tools she would have to reinforce the staff of the spear. Otherwise after testing the weapon out on a few Grimm that were still left in the city Pyrrha was satisfied that the weapon would do for now. Plus with the heavy modifications it was nearly unrecognizable as Penny's sword, except for the blade that still was clearly the old blade. Pyrrha didn't want the extra reminder of what she did.

Although Pyrrha didn't admit it out loud Penny had been right about letting her aura rest and replenish. Pyrrha didn't feel quite as strained, and while the events of Beacon still weighed heavily on her. Pyrrha didn't feel like collapsing under the strain of it all. Even better it seemed her aura could protect her new metal body from harm. Earlier Pyrrha had just been so drained that it couldn't even muster anything to protect her from Ironwood's soldiers. Now though Pyrrha could feel the invisible barrier protecting her from harm.

They had left the safe zone in order to leave the city and started heading towards Atlas. Pyrrha managed to find a usable backpack, just in case she found anything they might need to carry. Plus it was a safe place to tuck Penny's core away so she didn't need to hold it constantly. Penny had explained that if any damage were to come to her core it would be as fatal as any mortal wound would be to a flesh and blood person.

Heading to the eastern exit as Penny suggested Pyrrha began to take note of the subtle differences with her new metal body. Despite knowing she was now several hundred pounds heavier than before Pyrrha didn't feel heavy. In fact she felt lighter than ever, though that might be because she had no muscles to tire from lifting weight.

Her vision was better, whether dark or distant, it didn't seem to matter to her mechanical eyesight. Pyrrha was able to focus on whatever she desired, and her vision would adjust to allow her to see it better. If something was far away it would narrowed in on the object. If it was dark her vision would brighten, or even switch to night vision to allow her to see.

Small things that now seemed like a stark contrast to her human body. Pyrrha didn't want to dwell too long on such thoughts as it would only distract her to focus on what she's lost. She had a goal now, a mission, she had to get Penny back to Atlas.

"Pyrrha?" Speaking of Penny, the synthetic girl spoke up drawing Pyrrha attention. The former huntress hummed to show she was listening so Penny continued.

"What do you think happened to all of our friends? Team RWBY and your own team." If Pyrrha had a heart it would have skipped a beat. She had been so absorbed in her own despair that she had not even cast a thought about her team and Team RWBY. Vaguely Pyrrha remembered hearing Ruby's voice on the top of the tower before she was struck down, and Jaune was sent to safety when she shoved him in the locker.

Jaune, Pyrrha prayed he didn't try anything stupid when he landed. It was so strange, Pyrrha had thought that the last thing she'd ever do was kiss him then fight till her death. Pyrrha had no delusion in believing she could have survived that battle. Maybe at full strength, maybe if Cinder didn't have the Fall maiden's aura, but it was too late for maybes. Pyrrha was dead, kind of, she still wasn't sure.

"I….don't know, I hope they're okay." Pyrrha hesitated in her stride for a moment, she could head back to the safe zone. There was a chance one of her friends might be there recovering from the battle. What would she do if she found the rest of Team JNPR though? She couldn't speak to them, and they wouldn't recognize her. Perhaps it would be better if they believed her dead.

"I believe they are, but I am concerned for their safety." Pyrrha nodded in agreement at Penny's statement, their friends were strong they had to be okay. So Pyrrha kept moving not looking back, she just kept moving forward.

Traversing the ruined city of Vale wasn't the most uplifting thing to do. Every crumpled building, every fire still burning made Pyrrha cringe thinking of the cause of all this destruction. Lucky for her Penny didn't seem to let the depressing atmosphere get to her. She remained as cheerful as every, and her happy demeanor echoed through her aura keeping Pyrrha's spirit off the ground.

The sun was still covered by clouds casting a gloomy shade over the city. The clouds were heavy and it looked like it might rain soon. Which might be a good thing in Pyrrha's mind, it would help put out the many fires still raging in the city.

As they made their way to the east exit somehow Penny had ended up excitingly telling Pyrrha about the different kinds of clouds and the weather they brought. Pyrrha didn't really need the information, but it was nice listening to Penny talk passionately about something even as silly as clouds. The synthetic girl certainly knew a lot though, and Pyrrha would bet she could put most scientists and professors to shame with her knowledge.

The rather calm moment was cut short though, making their way to the exit the sound of gunfire caught Pyrrha's attention. It sounded automatic like a minigun, but there were other shots that were clearly a different weapon retaliating.

"One sounds like a Paladin's mounted turret. We should investigate to make sure no one is in danger." Penny perked up sounding concerned, most of the mechs were destroyed, but a few survived the battle roaming the city searching for anything to destroy. Pyrrha nodded, quickly making her way to the sound of the gunfire.

Passing through a few alleyways eventually Pyrrha heard a voice call out.

"Velvet get to cover you're all out of weapons!" Pyrrha recognized that voice, silently slipping out of the alleyway to the open street confirmed it. Coco the leader of Team CVFY was currently knelt behind a destroyed car as two Atlesian paladins unleashed a hail of bullets at her. Assessing the area further Pyrrha saw Velvet crouched behind a different car that was flipped on its side after being thrown. A third paladin was lying not far from her having been destroyed by the faunus before she took cover.

"Penny," Penny's aura shifted upon being addressed. The paladins have yet to notice Pyrrha, or if they did they believed she was on their side.

"How combat ready are we again?" Pyrrha asked inwardly smiling, Penny's strangely accurate estimates were starting to grow on her. Besides Pyrrha hasn't truly fought anything since her failed battle with Cinder, she could use a confidence boost.

"We are at 81.2% combat efficiency, so we are combat ready!" Penny cheerfully noted, Pyrrha nodded adjusting her grip on her spear. Without another word she sprung into action before the paladins noticed her.

Bursting from the alleyway Pyrrha rushed forward one of the paladins turning its gaze on her. It didn't fire about to turn its attention back to Coco when Pyrrha lept, jumping onto the paladin's arm. From there Pyrrha jumped again noticing how easy the action was without muscles to tire or breath to run out of. Landing on top of the paladin's cockpit she raised her spear.

The paladin still ignored her, whatever virus affected it didn't account for another mech attacking it. When Pyrrha brought her spear down at the junction where the paladin's arm met its body the paladin jerked in what one could assume was surprise. Sparks flew from the junction, the arm flailing as the paladin lost control of it. Quickly before it could throw her off Pyrrha ran her spear through the paladin's other joint crippling both its arms.

Pyrrha jumped off the mech as it stumbled and fell to the ground. The other paladin finally registering Pyrrha as a threat trained its weapons on her. Pyrrha moved, circling around the mech avoiding gunfire. With its massive size though the mech couldn't turn fast enough to keep up with the former huntress. Before it could do anything Pyrrha dashed forward slashing one of the weaker joints on its legs.

The joint held, and Pyrrha backflipped away barely avoiding a heavy kick from the mech's other leg. The mech opened fired and Pyrrha flinched feeling the bullets be absorbed by her aura. It didn't hurt, but Pyrrha was all too aware the damage she could take if her aura gave out.

"Pyrrha, not to….I think the term is backseat drive? But your semblance is magnetism, it seems like a waste of energy to fight an opponent that has such a fatal weakness to you. " Penny's voice piped up, and Pyrrha nearly tripped almost completely forgetting about the synthetic girl in the heat of the moment. Inwardly Pyrrha slapped herself, this wasn't a person she was fighting. Nor was this a tournament match she was fighting in. With her semblance Pyrrha could easily cripple most fighters since metal was such a common material in armor and weapons. She never did though seeing it as unfair to her opponent. The only time Pyrrha had ever really used her semblance to its fullest power was her fight with Cinder. Penny was right though, why was she wasting time and energy when she had the power to defeat this machine easily.

Focusing Pyrrha stopped avoiding the gunfire, flinching slightly as the bullets hit her. It didn't matter though, focusing her semblance a subtle black glow enveloped the paladin. With a swipe of her hand the machine's arms were ripped violently away from its body. The paladin crumpling to the ground sparks shooting out of its arm sockets.

"Sensational!" Penny's cheerful voice complemented as the mech fell. Pyrrha was less than cheerful however, watching the paladin's arms be ripped from its body reminded Pyrrha too much of another event. Flashes of Penny's form being ripped to pieces in front of her appeared in Pyrrha's mind. Her body shook, she just destroyed the mech with nothing but a flick of her wrist. Just like Penny the mech had been ripped to pieces falling to the ground in a heap.

"Pyrrha," Penny's voice was gentle coaxing Pyrrha away from her darker thoughts. Pyrrha didn't say anything, but she could feel Penny's aura shifting closer to her own. She must sense Pyrrha's inner turmoil again. Only causing another wave of guilt to crash over Pyrrha for forcing Penny to be stuck with her.

"Hey Pyrrha," Penny's voice tried again, this time there was something else in her voice that Pyrrha couldn't recognize at the moment. Her mind was spiraling again her world narrowing the paladins forgotten.

"Pyrrha did you know Atlas scientists once trained a mouse to use its aura?" Pyrrha paused, hearing Penny's question made Pyrrha focus on the words being spoken to her. Tearing her thoughts away from whatever dark place they were falling down she focused on Penny's question.

"No, I didn't. Why a mouse?" Pyrrha's voice answered after a moment. It was a challenge to focus on Penny's voice and not the voice in Pyrrha's head shouting at her. Telling the former huntress that all this destruction was her fault, that she was no hero just a destructive murderer.

"Because the rats kept biting the scientists, so they switched to something more docile. They actually let me name the mice back at the lab, though after the experiment was over the mice were given to a different department." A pause then Pyrrha let out an uncertain laugh. She wasn't sure if Penny was serious, but the synthetic girl's effort to keep Pyrrha's thought from spiraling downwards were appreciated.

"You know a little bit of everything don't you Penny. Thank you, I feel a little better." Penny' aura's shifted relaxing back in its normal spot in the back of Pyrrha's head.

"I don't believe I know everything, but thank you friend! I'm glad you're feeling better." Penny's voice happily chirped, Pyrrha felt herself relaxing no longer focusing on her more depressing thoughts. Now that she wasn't though she could now notice Coco and Velvet watching her from behind their cover.

"They're safe we should probably leave since we have no way to tell them we're on their side." Penny's aura shifted anxiously at the idea that the members of Team CVFY might attack them.

Not wasting anytime Pyrrha turned to start heading back to the east exit, but she heard Coco's heels click against the pavement as she moved. Turning her head Pyrrha saw Coco exit her cover still holding her minigun out and ready. The leader of Team CVFY was approaching Pyrrha.

"Hold it right there you piece of scrap metal." Coco called out, stopping her approach only a few feet away from Pyrrha. At this time Pyrrha heard a click turning her head Velvet had exited her cover as well. Her camera was out as she took a picture of Pyrrha. The rabbit faunus quickly joined Coco at her side.

"You're not attacking us, what's up with you?" Coco spoke her brow furrowed, though her eyes were hidden behind her sunglasses.

"Uh Coco, I don't think Atlesian knights are able to talk." Velvet pointed out looking curiously at the mech before them. Inwardly Pyrrha felt her nonexistent heart clench, there was no recognition in their eyes. Sure Pyrrha didn't interact that much with Team CVFY before, but they knew each other. Seeing someone she once knew look at her with nothing but suspicion in their eyes was an extra stab to the heart Pyrrha didn't have.

"Doesn't mean it can't understand, and this one is definitely not like the others. Someone fixed it up, and it doesn't fight like the others. The only question is, is it on our side or…." Coco's minigun's chamber began to spin in a threatening manner. Pyrrha felt Penny's aura shifting nervously.

"Don't worry Penny, Coco won't attack without reason. She just likes to show off sometimes." Thinking for a moment Pyrrha thought the best way to show she meant them no harm. Spinning her spear in her hand Pyrrha pointed the tip towards the ground planting the weapon in the ground letting go of the spear leaving it stand there. Coco stared at her for moment before she deactivated her gun. The weapon folded neatly back into a purse that Coco slung over her shoulder.

"All right then, thanks for the help there. That's two more paladins we don't have to worry about anymore. Good luck with whatever you're doing, come on Velvs let's get out of here." The rabbit faunus' ears twitched giving the odd machine a look before turning to follow Coco. Pyrrha too turned the other way heading back towards east exit. A hollow ache in her soul leaving behind someone she once knew, but now they didn't even recognize her.

* * *

"Please tell me I won't rust away." Pyrrha pleaded upon looking up at the rain falling from the sky. After their encounter with Coco and Velvet the trip out of Vale was mostly uneventful. They made it to the gate leading out of the city, nothing but vast unoccupied forests spanned outside of Vale.

"It would take quite some time before your body begins rusting. The Atlesian mechs were designed to last outside the kingdoms for long periods of. The scrap we used to we repair you however I can't be sure, I could come up with an estimate though?" Pyrrha looked up at the sky as Penny spoke. Water droplets stuck to her visor making it almost as if she were wearing goggles. She eventually shook her head telling Penny she didn't need an estimated time for when she should expect to start rusting away. The two fell into silence after that the only sound was that of the rain hitting Pyrrha's metal body. They had a long walk ahead of them.

* * *

 _ **A.N. And so the journey to Atlas begins! From here on in it will be while before we see any familiar faces as most of our main cast from RWBY is recovering from Beacon themselves. I really think the writers of RWBY missed an opportunity with killing Pyrrha off so soon after she "murdered" Penny. From what we've seen of Pyrrha she wouldn't harm a fly unless they were threatening her friends/family, so to actually murder someone even if it wasn't her fault has got to leave a lasting impact. I'm looking forward to writing Pyrrha slowly coming to forgive herself for that, but anyway enough of my ramblings. I'll see you guys next chapter, reviews are loved!**_


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